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As filed with the Securities and Exchange Commission on July 26, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE CREDIT STORE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 87-0296990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3401 NORTH LOUISE AVENUE 57107
SIOUX FALLS, SOUTH DAKOTA (Zip Code)
(Address of principal executive offices)
THE CREDIT STORE CORPORATION AMENDED 1997 STOCK OPTION PLAN
(Full title of the plan)
Michael J. Philippe
Executive Vice-President, Chief Financial Officer, and
Treasurer
The Credit Store Inc.
3401 North Louise Avenue
Sioux Falls, South Dakota 57107
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (800) 240-1855
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered (1) per share (2) price (2) fee
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Common Stock, 8,000,000
$.001 par value shares $4.234 $33,872,000 $8,942.21
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(1) The Registration Statement relates to 8,000,000 shares of Common Stock
to be offered pursuant to the Registrant's 1997 Amended Stock Incentive
Plan.
(2) Estimated solely for the purpose of the registration fee pursuant to
Rule 457(h)(1) based on the average high and low price per share of the
Registrant's Common Stock on July 21, 2000.
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THE CREDIT STORE, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated by reference and made a part hereof:
(1) The Registration Statement of The Credit Store,
Inc. (the "Company") on Form 10 (File No. 000-28709), as
amended (declared effective on April 6, 2000), filed under the
Exchange Act.
(2) All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act after the effective date of the
Registration Statement referred to in (1) above.
(3) The description of the Company's Common Stock
which is contained in the Registration Statement referred to
in (1) above and all amendments and reports filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicate that all of the shares of Common Stock
offered have been sold or which deregister all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed
to be incorporated, by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the DGCL, the Company's Certificate of
Incorporation provides that the directors shall not be personally liable to the
Company or its stockholders for monetary damages for breach of duty as a
director except for any breach of the director's duty of loyalty to the Company
and its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct, or knowing violation of law; (iii) under Section
174 of the DGCL, which relates to unlawful payments of dividends and unlawful
stock repurchases and redemptions; or (iv) for any transaction from which the
director derives an improper personal benefit. This provision does not eliminate
a director's fiduciary duties; it merely eliminates the possibility of damage
awards
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against a director personally which may be occasioned by certain unintentional
breaches (including situations that may involve grossly negligent business
decisions) by the director of those duties. The provision has no effect on the
availability of equitable remedies, such as injunctive relief or rescission,
which might be necessitated by a director's breach of his or her fiduciary
duties. However, equitable remedies may not be available as a practical matter
where transactions (such as merger transactions) have already been consummated.
The inclusion of this provision in the Certificate of Incorporation may have the
effect of reducing the likelihood of derivative litigation against the directors
and may discourage or deter stockholders or management from bringing a lawsuit
against directors for breach of their duty of care, even though such an action,
if successful, might otherwise have benefited the Company and its stockholders.
The Certificate of Incorporation provides that the Company
shall indemnify its officers, directors, employees and agents to the fullest
extent permitted by the DGCL. Section 145 of the DGCL provides that the Company
may indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than a
"derivative" action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe was
unlawful. Similar standard of care is applicable in the case of derivative
actions, except that no indemnification shall be made where the person is
adjudged to be liable to the Company, unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action was
brought determines that such person is fairly and reasonably entitled to such
indemnity and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Description
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4 The Credit Store, Inc. Amended 1997 Stock Option Plan.
5 Opinion of Faegre & Benson LLP.
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5 to this
Registration Statement).
23.2 Consent of Grant Thornton LLP.
23.3 Consent of Tanner & Company.
24 Powers of Attorney.
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ITEM 9. UNDERTAKINGS.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a twenty percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Sioux Falls, state of South Dakota on July 26,
2000.
THE CREDIT STORE INC.
By /s/ Martin J. Burke, III
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Martin J. Burke, III
Chairman of the Board and Chief
Executive Officer
By /s/ Michael J. Philippe
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Michael J. Philippe
Executive Vice President, Chief Financial
Officer, and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 26, 2000.
Signature Title
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/s/ Martin J. Burke, III Chairman of the Board and Chief Executive Officer
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Martin J. Burke, III
/s/ Kevin Riordan President and Chief Operating Officer
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Kevin Riordan
/s/ Michael J. Philippe Executive Vice President, Chief Financial Officer, and Treasurer
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Michael J. Philippe
Jay L. Botchman* Director
Barry Breeman* Director A majority of the
Board of Directors
J. Richard Budd, III* Director
Geoffrey Thompson* Director
* Michael J. Philippe, by signing his name hereto, does hereby sign this
document on behalf of each of the above named directors of the Registrant
pursuant to powers of attorney duly executed by each person.
By /s/ Michael J. Philippe
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Michael J. Philippe, Attorney in Fact
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INDEX TO EXHIBITS
Method
Exhibit Description of Filing
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4 The Credit Store Inc. Amended 1997 Stock Option Plan.............................Filed Electronically
5 Opinion of Faegre & Benson LLP...................................................Filed Electronically
23.1 Consent of Faegre & Benson LLP
(contained in its opinion filed as Exhibit 5 to this Registration Statement)
23.2 Consent of Grant Thornton LLP....................................................Filed Electronically
23.3 Consent of Tanner & Company .....................................................Filed Electronically
24 Powers of Attorney...............................................................Filed Electronically
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